Tetra Bio-Pharma Enters into Agreement to Acquire Remaining 20% Interest in Phytopain Pharma Subsidiary
Momentum Public Relations
Press Release: January 2, 2018
Tetra Bio-Pharma Inc. (“Tetra” or the “Corporation”) (TSX VENTURE:TBP)(OTCQB:TBPMF), a global leader in cannabinoid-based drug development, today announced that it has entered into a share purchase agreement (the “Purchase Agreement”) with entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation (collectively, the “Vendors”).
Under the terms of the Purchase Agreement, Tetra will acquire from the Vendors all of the remaining issued and outstanding common shares of Tetra’s subsidiary, Phytopain Pharma Inc. (“PPP”), currently held by the Vendors (representing 20% of the issued and outstanding shares of PPP) for an aggregate purchase price (the “Purchase Price”) of $12,425,089 (the “Transaction”). Upon completion of the Transaction, PPP will become a wholly-owned subsidiary of Tetra.
“Upon completion, this transaction will be a significant milestone for Tetra Bio-Pharma and all our stakeholders,” said Bernard Fortier, Tetra’s CEO.
“The two selling shareholders – our Chairman and our Chief Scientific Officer – are both committed to the long-term success of Tetra as evidenced by their agreement to accept shares in Tetra in lieu of an all- cash transaction. As well, a percentage of those shares are going to be released once certain key milestones for the company have been reached,” he said.
“This transaction will allow Tetra to gain 100% control of Phytopain Pharma, a key asset in the development of our pipeline of cannabinoid-based drugs and gives our company full flexibility to enter into other partnerships or agreements in the future.”
The Transaction is subject to customary closing conditions including, but not limited to, approval of the TSX Venture Exchange (“TSXV”) and any other approval that may be required by the TSXV.
The Transaction
Under the terms of the Purchase Agreement, the Purchase Price for the Transaction is comprised of the following:
- Cash: An aggregate cash payment of $248,000 (the “Cash Payment”). Under the terms of the Purchase Agreement, the Cash Payment is payable in escrow as of the signature of the Purchase Agreement and has been paid to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV. In addition, Tetra has agreed to pay the Vendors, immediately upon signature of the Purchase Agreement, a non-refundable amount of $200,000, payable out of the funds available for the Cash Payment, to induce the Vendors to provide an exclusivity of negotiation to the Purchaser for the Transaction.
- Promissory Notes: Promissory notes issued by Tetra to the Vendors in an aggregate principal amount of $2,236,696 (the “Notes”), which Notes are payable in accordance with a specified milestone schedule as described in the Purchase Agreement. Pursuant to the terms of the Purchase Agreement, the Notes have been delivered to the Vendors’ legal counsel in trust for the Vendors pending receipt of approval for the Transaction from the TSXV.
- Tetra Shares: Common shares of Tetra (“Common Shares”) will be issued to the Vendors as follows:
- Upon completion of the Transaction, an aggregate of 2,485,218 Common Shares will be issued to the Vendors.
- Upon completion of the Transaction, 7,455,653 Common Shares will be issued to
Computershare Trust Company of Canada, as escrow agent (the “Escrow Agent”), to be held in escrow and released by the Escrow Agent under the terms and conditions set forth in the Purchase Agreement and the terms and conditions of an escrow agreement to be executed at closing by the Vendors, the Corporation and the Escrow Agent.
The Vendors under the Purchase Agreement are entities controlled by André Rancourt, Chairman of the Board of Directors of the Corporation, and Guy Chamberland, Chief Scientific Officer of the Corporation and are therefore considered “non-arm’s length parties” under the rules of the TSXV. Mr. Rancourt and Mr. Chamberland have properly disclosed their respective interest in the Transaction to the board of directors of the Corporation.
The Transaction constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). While MI 61-101 would generally subject the transaction to minority shareholder approval and formal valuation requirements, the Corporation will avail itself of the exemptions applicable under Section 5.5(a) of MI 61- 101.
Mr. Rancourt currently has ownership or direction and control over (i) an aggregate of 465,000 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 0.37% of the issued and outstanding Common Shares on a non- diluted basis and approximately 4.66% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Rancourt are released to Mr. Rancourt or an affiliate of Mr. Rancourt in accordance with the Purchase Agreement, Mr. Rancourt would then have ownership or direction and control over (i) 5,435,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.20% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.17% of the issued and outstanding Common Shares.
Mr. Chamberland currently has ownership or direction and control over (i) an aggregate of 1,250,000 Common Shares, (ii) 350,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 1.00% of the issued and outstanding Common Shares on a non-diluted basis and approximately 4.32% of the issued and outstanding Common Shares on a partially diluted basis. Further to the completion of the Transaction, and assuming that all of the Common Shares issued in escrow and allotted to Mr. Chamberland are released to Mr. Chamberland or an affiliate of Mr. Chamberland in accordance with the Purchase Agreement, Mr. Chamberland would then have ownership or direction and control over (i) 6,220,436 Common Shares, (ii) 1,600,000 options to acquire Common Shares and (iii) 4,000,000 Common Share purchase warrants, representing approximately 4.78% of the issued and outstanding Common Shares on a non-diluted basis and approximately 8.70% of the issued and outstanding Common Shares.
Each of Mr. Rancourt and Mr. Chamberland proposes to acquire the common shares for investment purposes, and has no current intention to increase his beneficial ownership of, or control or direction over, securities of Tetra. These investments will be reviewed on a continuing basis and their holdings may be increased or decreased in the future.
The Transaction is subject to customary conditions including, but not limited to, approval of the TSXV. The Transaction has been unanimously approved by Tetra’s board of directors (with André Rancourt abstaining from voting) and Tetra anticipates that the Transaction will be completed in the first quarter of 2018.
About Tetra Bio-Pharma:
Tetra Bio-Pharma (TSX VENTURE:TBP)(OTCQB:TBPMF) is a biopharmaceutical leader in cannabinoid- based drug discovery and clinical development. Tetra is focusing on three core business pillars: clinical research, pharmaceutical promotion and retail commercialization of cannabinoid-based products. More information at: www.tetrabiopharma.com
Source: Tetra Bio-Pharma
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking statements
Some statements in this release may contain forward-looking information. All statements, other than of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding potential acquisitions and financings) are forward-looking statements. Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan” or “project” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Corporation’s ability to control or predict, that may cause the actual results of the Corporation to differ materially from those discussed in the forward-looking statements. Factors that could cause actual results or events to differ materially from current expectations include, among other things, without limitation, the inability of the Corporation, through its wholly-owned subsidiary, GrowPros MMP Inc., to obtain a licence for the production of medical marijuana; failure to obtain sufficient financing to execute the Corporation’s business plan; the success of the Rx Princeps™ product offering and inhalation device; guidance on expected sales volumes associated with the Rx Princeps™ product offering and inhalation device; competition; regulation and anticipated and unanticipated costs and delays, and other risks disclosed in the Corporation’s public disclosure record on file with the relevant securities regulatory authorities. Although the Corporation has attempted to identify important factors that could cause actual results or events to differ materially from those described in forward-looking statements, there may be other factors that cause results or events not to be as anticipated, estimated or intended. Readers should not place undue reliance on forward-looking statements. The forward-looking statements included in this news release are made as of the date of this news release and the Corporation does not undertake an obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise unless required by applicable securities legislation.
Tetra Bio-Pharma Inc.
Bernard Fortier, MBA
Chief Executive Officer
(514) 360-8040 Ext. 206
bernard.fortier@tetrabiopharma.com
www.tetrabiopharma.com
- Published in Medical Marijuana, Tetra Bio Pharma
Momentum Reports – Tetra Bio-Pharma CSE:TBP – April 2017
Momentum Reports – Tetra Bio-Pharma CSE:TBP – April 2017
- Published in Blog, Life Sciences, Medical Marijuana, News Home, Tetra Bio Pharma
Tetra Bio-Pharma (TBP:CSE) Announces the Initiation of its Phase I Trial of PPP001 (dried Cannabis)
Tetra Bio-Pharma Announces the Initiation of its Phase I Trial of PPP001 (dried Cannabis)
– Momentum Public Relations –
Press Release: February 23rd, 2017
PhytoPain Pharma (PPP), a subsidiary of Tetra BioPharma Inc. (“Tetra” or the “Company”) (CSE:TBP)(CSE:TBP.CN)(OTC PINK:GRPOF), a pharmaceutical company focused on developing and commercializing therapeutic cannabis-based products for the treatment of pain is pleased to announce the launch of its Double-Blind Phase I Study to Assess Safety, Tolerability, Pharmacodynamics and Pharmacokinetics of Single and Multiple Daily Ascending Doses of Cannabis (Delta-9-tetrahydrocannabinol/ Cannabidiol) by Smoking/Inhalation in Healthy Male and Female Volunteers.
The Phase I clinical research is a classical pharmaceutical study in the development of a new drug. The trial activities will occur over a 3 to 4-month period and involve site initiation, subject recruitment and enrolment, a single daily ascending dose phase and a 7-day multiple daily ascending dose phase, followed by study termination. Algorithme Pharma has already begun recruiting subjects for the Phase I trial. This study is a pivotal safety trial as it will allow Tetra to understand the adverse effects of smoking Cannabis and associate the outcomes, such as cognitive function, to plasma levels of THC and CBD. The study will provide Tetra with the data necessary to discuss with Health Canada and FDA the potential risks in patient populations and discuss marketing requirements for specific indications.
The pharmacokinetic profile and safety data generated by the Phase I trial will allow Tetra to finalize the design of its Phase II-III clinical trial that will assess the safety and efficacy of PPP001 in cancer patients with uncontrolled pain. PPP001 is being developed for cancer patients with moderate-to-severe pain and that are not adequately controlled with the standard of care. Approximately 50{92d3d6fd85a76c012ea375328005e518e768e12ace6b1722b71965c2a02ea7ce} of cancer patients suffer from pain and more than 600,000 of these patients suffer from moderate-to-severe pain. In the USA, there are over 4 million cancer patients and this pain market is valued at over $5 billion USD.
“We are very pleased to announce that the start of the Phase I clinical trial activities as this keeps the company on track in its development of PPP001”, commented Mr, Andre Rancourt. “With PPP001 and the mucoadhesive AdVersa® controlled-release tablet, Tetra is positioning itself to become a major player in the cancer pain therapy market,” added Mr. Rancourt.
The Canadian Securities Exchange (“CSE”) has not reviewed this news release and does not accept responsibility for its adequacy or accuracy.
- Published in Bio technology, Life Sciences, Medical Marijuana, News Home, Tetra Bio Pharma
Tetra BioPharma (TBP:CSE) Announces it Has Entered into a Clinical Research Partnership with Sante Cannabis, Quebec’s Leading Medical Cannabis Institution
Tetra BioPharma Announces it Has Entered into a Clinical Research Partnership with Sante Cannabis, Quebec’s Leading Medical Cannabis Institution
– Momentum Public Relations –
Press Release: January 23, 2017
PhytoPain Pharma Inc. (“PPP“), a subsidiary of Tetra Bio-Pharma Inc. (“TetraBio” or the “Company” or “TBP“) (CSE:TBP)(CSE:TBP.CN) is pleased to announce that it has entered into a clinical research partnership with Santé Cannabis. Under the partnership, Santé Cannabis will be working with PPP to develop the late phase clinical trial protocols that will be used to obtain substantial evidence of the safety and efficacy of PPP001 required for a new prescription drug approval from Health Canada and the USA Food and Drug Administration (“FDA“). These ground-breaking trials seek to receive the first approval for a Canadian-manufactured cannabis-based prescription medication.
Santé Cannabis is a private clinic specialized in the clinical application of medical cannabis for the treatment of pain and other chronic and terminal health conditions. The clinic’s team of physicians and support staff has unparalleled experience in the assessment and monitoring of medical cannabis patients. Santé Cannabis is the leading medical cannabis research institute in the province of Québec and the primary recruitment site for the province-wide Quebec Cannabis Registry. “Our clinic has provided services to almost 2,000 patients referred by over 1,500 physicians across Québec,” states Erin Prosk, Director of Santé Cannabis. “It is clear that both the medical community and the Quebec patient population are in desperate need of information about the potential benefits and risks of medical cannabis treatments. The status of medical cannabis as an unapproved treatment dissuades many physicians from writing a prescription and requires patients to pay for treatments out of pocket. Of the 2,000 patients that we have seen, there is not one who is not burdened by this financial barrier.”
Dr. Antonio A.L. Vigano, MD, MSc, will lead the Santé Cannabis team to administer the Phase II-III clinical trials in close collaboration with Dr. Irina Kudrina, MDCM, CCFP, CSP, and Santé Cannabis Medical Director Dr. Michael Dworkind, MD, CCFP, FCFP. Dr. Vigano is an attending physician in the Supportive and Palliative Care Service at the McGill University Health Centre and an Associate Professor in the McGill University Department of Oncology. He is the Director of the McGill Nutrition and Performance Laboratory and the Cancer Rehabilitation (CARE) Program. Dr. Vigano has assessed and followed approximately 400 patients during his 18-month tenure at Santé Cannabis. “It has become clear that medical cannabis can be a critical complementary therapy for the treatment of pain,” states Dr. Vigano. “Administering these late phase clinical trials is necessary to rigorously validate the efficacy and tolerability that I observe every day with my patients at Santé Cannabis. If specific medical cannabis products and protocols such as that we will design for PPP001 can withstand the pharmaceutical approval process, it cannot be denied as a valid pain therapy. Cost-coverage should be a logical next step.”
Dr. Irina Kudrina is a McGill-certified pain physician and an attending physician and head of the chronic pain services at the Queen Elizabeth GMF-U and Assistant professor and clinician-researcher at the McGill University Department of Family Medicine. “At present, medical cannabis has already become an important medicine in the fields of oncology, chronic pain, neurology and others. In a clinical review* published in Journal of the American Medical Association (2015), Harvard-based researchers highlighted its use in some medical conditions as being supported by high quality evidence. In Canada, the efforts by regulatory, medical, and pharmaceutical bodies and by the patient advocacy movements have been targeting multiple structural, legal and information barriers still prevailing from the times when long-term high dose opioid therapy was prescribed to chronic pain patients despite its chronic toxicity effects and without high quality evidence for such use. While the clinical use of medical cannabis remains a stigmatized and poorly researched option for some medical conditions, sufficiently large-scale late-phase clinical trials on efficacy, safety and tolerability of medical cannabis are long overdue. These studies might open the door for another class of medications in an attempt to fill the current significant gap for more long-term pharmacological options.”
*(https://www.ncbi.nlm.nih.gov/pubmed/26103031)
PPP entered into this partnership because of Santé Cannabis’ unique expertise and dedication to a pharmacovigilance approach in medicine. The clinic has established clinical practices that help minimize adverse effects in patients and will help design the treatment protocols for the Phase II-III studies. According to Dr. Guy Chamberland, Chief Scientific Officer and Regulatory Affairs, “Adequately designing a late phase clinical trial for the evaluation of the safety and efficacy of inhaled Cannabis requires clinical teams experienced in handling the administration of Cannabis by inhalation to patients. The medical experts of Santé Cannabis complement the scientific and medical experts of our Clinical Advisory Board and provide PPP with an exceptionally solid foundation for the clinical development of Cannabis products as prescription drugs.”
Once authorized by Health Canada, Santé Cannabis will be recruiting participating physicians and patients from the Montreal area throughout 2017. For more information, please contact the clinic by email at info@santecannabis.ca.
About Santé Cannabis:
Santé Cannabis is Québec’s only medical clinic and resource centre dedicated to the clinical practice and research of medical cannabis treatments. Since opening in November of 2014, physicians at Santé Cannabis have assessed almost 2,000 patients referred by more than 1,500 physicians across the province of Québec. Santé Cannabis currently administers several clinical study protocols, including the Québec Cannabis Registry in collaboration with the Research Institute of the McGill University Health Centre and in accordance with the regulations of the Collège des Médecins du Québec.
- Published in Life Sciences, Medical Marijuana, News Home, Tetra Bio Pharma
Tetra Bio-Pharma Inc. (TBP:CSE) Announces a New Appointment to its Scientific and Clinical Advisory Board
Tetra Bio-Pharma Inc. Announces a New Appointment to its Scientific and Clinical Advisory Board
– Momentum Public Relations –
Press Release: January 11, 2017
PhytoPain Pharma Inc. (“PhytoPain Pharma” or “PPP“), a subsidiary of Tetra Bio-Pharma Inc. (“Tetra” or the “Company“) (CSE:TBP)(CSE:TBP.CN)(OTC PINK:GRPOF), is pleased to announce the nomination of Dr. Gilles Chamberland, MD, FRCPC, to its Scientific and Clinical Advisory Board. The board is comprised of experts in clinical research, pain management, cancer, and neurological product drug development. The nomination of Dr. Chamberland, M.D., to its Advisory Board will provide critical guidance on PPP’s clinical development program with regards to the safety of cannabis drug products and the potential mental health risks associated with the consumption of marijuana.
“Patient safety has been a driving force since the creation of PPP. The use of cannabis has been associated with several important safety issues including potential psychiatric-related events. As a company focused on creating scientific data these risks, as well as others, must be adequately assessed and quantified in a clinical environment. The addition of Dr. Gilles Chamberland, M.D., FRCPC, to our team of accomplished scientific and clinical experts will help us ensure that these potential adverse effects of consuming cannabis will be adequately assessed in our clinical development program and these potential risks will be appropriately communicated to both physicians and patients”, stated Dr. Guy Chamberland, Chief Scientific Officer and Regulatory Affairs.
ABOUT Dr. Gilles Chamberland
Dr. Gilles Chamberland, M.D., FRCPC – Director Professional Services, Medical Psychiatrist, Associate Professor, Department of Psychiatry, Institut Philippe-Pinel de Montréal, Université de Montréal.
Dr. Chamberland received a Bachelor of Law degree from the Université de Sherbrooke, a doctorate in medicine from the Université de Montréal, a diploma in psychiatry from the Université de Montréal, and a diploma of advanced studies in biological and medical ethics of the René Descartes University in Paris. In 2012, he earned the Distinguished Fellow from the Canadian Psychiatric Association and, by 2015 the American Psychiatric Association gave him the same professional recognition. He received a diploma in the subspecialty of Forensic Psychiatry in 2013 from the Royal College of Physicians and Surgeons of Canada. Dr. Chamberland has a vast experience in clinical management of patients suffering from various psychiatric conditions including marijuana induced-psychosis. He is also a well-known author and expert witness in the field on psychiatry.
- Published in Medical Marijuana, News Home, Tetra Bio Pharma
Tetra Bio-Pharma (TBP:CSE) Receives $1,000,000 Investment from Aphria
Aphria Makes $1,000,000 Investment in Tetra Bio-Pharma via Private Placement to Fund PhytoPain Pharma Clinical Trials
– Momentum Public Relations –
Press Releases: December 6, 2016
Tetra Bio-Pharma Inc. (“Tetra Bio” or “the Company”) (CSE:TBP)(CSE:TBP.CN) and (OTC PINK:GRPOF) is conducting a non-brokered private placement with Aphria Inc. (TSX VENTURE:APH)(OTCQB:APHQF) of 5,000,000 units at a price of $0.20 per unit for aggregate gross proceeds of $1,000,000. Each unit will consist of one common share and one non-transferable warrant, with a whole warrant entitling the holder to purchase one common share of the Company at a price of $0.26 per share for a period of 3 years following the closing date. The warrants are subject to an accelerated expiry if the Company’s shares trade above $0.45 for thirty (30) consecutive trading days then the warrants will expire in 30 days if not exercised.
The private placement closed on December 5, 2016.
Completion of the private placement is subject to the receipt of all necessary regulatory approvals, including the approval of the Exchange.
The securities issued pursuant to the private placement will be subject to a four-month hold period from the closing date.
The proceeds of the private placement will be used to initiate clinical trials in PhytoPain Pharma Inc.
“Obtaining an investment from one of Canada’s leading cannabis producers re-enforces the value of the research and development being conducted by the science team at Tetra Bio-Pharma lead by Chief Science Officer, Dr. Guy Chamberland,” commented Ryan Brown, Co-Founder/VP Business Development.
- Published in News Home, Tetra Bio Pharma